HRS §428-1001
Which state's laws apply to a foreign LLC
This section says that a foreign LLC is governed by the laws of the state where it was formed, for its internal operations and the liability of its managers, members, and their transferees. Hawaii cannot deny a certificate of authority just because the other state's laws differ from Hawaii's. But having a certificate does not let the foreign LLC do anything a Hawaii LLC cannot do.
businesses
The statute, as written — Law governing foreign limited liability companies
(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers, members, and their transferees. (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign limited liability company is organized and the laws of this State. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.